Share Purchase Agreement Pakistan

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “Agreement”) is entered into on this [Date] day of [Month], [Year] (the “Effective Date”), by and between:

[Seller Name], having its registered office at [Address], (hereinafter referred to as the “Seller”);

AND

[Purchaser Name], having its registered office at [Address], (hereinafter referred to as the “Purchaser”).

(The Seller and the Purchaser are collectively referred to as the “Parties” and individually as a “Party”).

1. RECITALS

WHEREAS, [Company Name], a company incorporated under the laws of Pakistan (the “Target Company”), has an authorized share capital of [Amount] divided into [Number] shares of [Currency] [Amount] each. WHEREAS, the Seller is the legal and beneficial owner of [Number] fully paid-up ordinary shares of the Target Company (the “Sale Shares”). WHEREAS, the Seller desires to sell, and the Purchaser desires to purchase, the Sale Shares, subject to the terms and conditions set forth herein.

2. OPERATIONAL DEFINITIONS

1. “Business Day” means a day on which banks are open for business in [City, Pakistan].
2. “Closing” means the completion of the sale and purchase of the Sale Shares pursuant to Clause 3.
3. “Consideration” means the total sum of [Currency Amount] payable by the Purchaser to the Seller.
4. “Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, or any other third-party right.
5. “Governing Law” means the laws of the Islamic Republic of Pakistan, including the Companies Act, 2017.

3. SUBSTANTIVE TERMS AND OBLIGATIONS

3.1. Sale and Purchase: Subject to the terms hereof, the Seller agrees to sell, and the Purchaser agrees to purchase, the Sale Shares free from all Encumbrances, with all rights attaching thereto. 3.2. Consideration: The Consideration shall be paid by the Purchaser to the Seller via [Bank Transfer/Pay Order] on the Closing Date. 3.3. Seller’s Representations: The Seller represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) it is the sole legal owner of the Sale Shares; and (c) the Sale Shares are free from all Encumbrances. 3.4. Purchaser’s Representations: The Purchaser represents that it has sufficient funds to fulfill its payment obligations and has conducted all necessary due diligence regarding the Target Company.

4. DEFAULT, TERMINATION, AND REMEDIES

4.1. Breach: A Party shall be in default if it fails to perform any material obligation under this Agreement. 4.2. Notice and Cure: In the event of a breach, the non-breaching Party shall provide written notice to the breaching Party. The breaching Party shall have a period of 30 (thirty) business days to cure said breach. 4.3. Termination: If the breach remains uncured after the 30-day period, the non-breaching Party may terminate this Agreement immediately upon written notice, without prejudice to any other rights or remedies available under law. 4.4. Remedies: The Parties shall be entitled to seek specific performance, injunctive relief, or damages as permitted under the laws of Pakistan.

5. BOILERPLATE LEGAL PROVISIONS

5.1. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 5.2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions. 5.3. Force Majeure: Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, or governmental restrictions. 5.4. Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of Pakistan. Any dispute arising out of this Agreement shall be referred to arbitration in [City, Pakistan] in accordance with the Arbitration Act, 1940.

6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

For and on behalf of the Seller:

Signature: ___________________________ Name: [Name of Signatory] Title: [Title] Entity: [Seller Entity Name] Date: [Date]

For and on behalf of the Purchaser:

Signature: ___________________________ Name: [Name of Signatory] Title: [Title] Entity: [Purchaser Entity Name] Date: [Date]

Witness 1: Name: ___________________________ CNIC: ___________________________

Witness 2: Name: ___________________________ CNIC: ___________________________